Your Directors present their 66^th Annual Report along
with the Audited Financial Accounts for the Financial
Year (“F.Y.”) ended March 31, 2025.

1. ¹Financial Performance

The Company's Financial Performance for the F.Y ended
March 31, 2025 is summarized below:

2013 and other recognised accounting practices and
policies to the extent applicable.

2. Market Capitalisation Ranking on BSE Limited

Your Company has been ranked by the BSE Limited at
Sr. No.849 (previous F.Y i.e. 2023-24 at sr. no. 730 as on
March 31,2024 ) out of the top 1,000 listed companies
based on Market Capitalization as on December 31,
2024.

3. Financial Operations (Summary)

i. Gross Income from Operations for the F.Y.2024-
25 was ' 644.96 Crore as against ' 607.35 crore for
the F.Y. 2023-24.

ii. Gross Profit for the F.Y 2024-25 was ' 511.76

Crore as against ' 481.43 crore for the F.Y 2023-24.

iii. Cash Profit for the F.Y 2024-25 was ' 394.74 crore

as against ' 357.94 crore for the F.Y. 2023-24.

iv. Net Profit for the F.Y. 2024-25 (after taxes) was
' 218.19 crore as against a profit of ' 205.56 crore
for the F.Y. 2023-24.

v. An Interim Dividend of ' 135.18 crore was paid
during the F.Y. 2024-25, and a Final Dividend of
' 99.13 crore for the F.Y. 2024-25 is proposed to be
paid.

vi. Implication of Old versus New Income Tax
Regimes:

To maintain flexibility for any future restructuring
opportunities, the Company continues under the Old
Tax Regime as the decision to change to the New
Tax Regime is irrevocable.

4. The Company' Business Activity

The Company is in the business of development and
managing an Industrial Park, and during the Year under
review, there is no change in the business activity of the
Company.

5. Finance & Material Changes affecting the Financial
Position of the Company

There is no material change and commitment affecting
the financial position of the Company which has occurred
during the F.Y.2024-25, or from then on till the date of this
Report.

6. Reserves

The Board of Directors do not propose to transfer any
amount to the General Reserve account in the Balance
Sheet for the F. Y 2024-25.

7. Dividend

For the Year under review, the Board of Directors at their
meeting held on February 13, 2025 declared an interim
dividend of '15.00 per equity share of '10.00 each
(@150%) amounting to '135.18 crore, and the same
was paid to Shareholders for the F.Y 2024-25.

Further, the Board of Directors, at their meeting held on
May 21, 2025, recommended a final dividend of '11.00
per equity share of '10.00 each (@110%) amounting to
' 99.13 crore, subject to the approval of Members of the
Company at their 66^th AGM.

Dividend will be paid to Members whose names appear
in the Register of Members as on Thursday, September
11, 2025 (“the Record Date”).

In respect of shares held in Dematerialized Form,
dividend will be paid to Members whose names are
furnished by the National Securities Depository Limited
(“NSDL”) and the Central Depository Services (India)
Limited (“CDSL”), as Beneficial Owners as on the
Record Date.

8. Development, Management and Operations of the
Industrial Park / Information Technology (IT) Park,

i.e. Nirlon Knowledge Park (NKP)- Goregaon (East),
Mumbai and Future Outlook

Nirlon Limited is the owner of NKP, an approx. 23 acre
campus in Goregaon (East), Mumbai. NKP is an Industrial
Park as per the Consolidated Foreign Direct Investment
(FDI) Policy of the Government of India (GOI), and is an
IT Park under the Government of Maharashtra's (GOM)
Policy. The current FDI Policy of the GOI permits 100%
FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises,
and License Fee Commencement

The planning for the development of NKP in phases
began in 2006 and construction in April / May 2007.
Currently, all 5 (five) phases of development have
been completed.

Phases 1-5

A total of approx. 47.63 lakh sq. ft. area has been
constructed in Phases 1-5 corresponding to
approx.30.80 lakh sq. ft. of licensable area. License
fees for Phases 1-5 continued to be received by the
Company through F.Y. 2024-25.

Please Note:

The total constructed area of approx. 47.63 lakh sq.ft.
for Phases 1-5, includes 2 (two) levels of basements
in Phases 1, 2 and 3 and 1 (one) level of basement,
mezzanine (part) and four (4) upper levels of parking
in Phase 4, as well as a 10 (ten) floor (G 9) multi
level car parking (“MLCP”) (which also has 2 (two)
basements) housing utilities, i.e. generators, chillers,
water tanks, electrical infrastructure etc. for Phases
1 and 2. Phase 5 has 3 (three) levels of basements
in block B9, B10 & B11 and seven upper levels of
parking in block B11.

Further particulars are provided in Annexure 7
to this Report, i.e. Management Discussion and
Analysis.

ii. License Fees

During the Year under review, gross license fees
aggregated approx. ' 560.66 crore (as per Ind AS).

iii. Marketing

Phases 1-5 of NKP continues to be largely fully
licensed (for the Quarter ended June 30, 2025) to
reputed international and Indian corporates.

The Company has always made a specific effort to
license its development to well-regarded Corporates,
and the campus remains operational and functional
in all respects.

iv. Financing

a In F.Y. 2022-23, the Company re-financed
its entire HDFC debt by availing a loan of
' 1,230.00 crore as a Green Loan with a sub¬
limit of ' 80.00 crore by way of an Overdraft
limit from The Hongkong and Shanghai Banking
Corporation Limited (“HSBC”).

b The outstanding secured loan amounts as on
March 31, 2025 aggregated to ' 1,150.00 crore
(as per IGAAP).

c. The Company executed and registered a
Mortgage Deed by creating a first and exclusive
charge in favour of HSBC by mortgaging the
Company's immovable property, i.e. land,
buildings and structures standing on the land
situate at Goregaon (East), Mumbai 400 063
as per the facility documents executed by and
between the Company and HSBC.

d. Crisil Ratings has assigned and re-affirmed
“CRISIL AA / Stable” rating to this HSBC
facility and the same rating continues till date.

9. Sustainability Initiatives

NKP provides an international quality, sustainable
development that has an extensive sylvan, traffic free
central park at its core, around which buildings are
thoughtfully located to create the ambience of an urban
oasis.

The NKP masterplan was created factoring various
social and environmental considerations in 2006, well
before CSR and ESG were mainstream concepts.

The opportunity and challenge was to create a
financially value accretive plan to transform a defunct
23 acre factory into a global standard Office Park, while
addressing social and environmental responsibilities by
retaining most of the approx. 600 old growth trees, open
spaces and reusing certain characteristic elements from
the Company's industrial heritage.

The project has prioritized sustainability from the
conceptualization of the Master Plan to detailing of
individual built forms. The development gives precedence
to the primacy of its urban landscaping highlighting the
retention of old, mature trees to provide ambiance to its
buildings, linking public spaces through a series of parks
with extensive green cover, and prioritizing pedestrian
movement over vehicular. As part of the design, the
orientation of office buildings and roads / pedestrian paths
between and around old growth trees has helped retain
approx. 500 out of 600 such trees and the Company has
planted approx. 500 more.

The building and hardscape footprint has been kept to
a minimum, reducing the heat island effect, allowing
a better microclimate for users and better storm water
management.

Buildings have also been designed to maximize natural
light and energy conservation through their orientation /
layout and fagade schemes, based on careful solar path
analysis. District cooling systems, roof top insulation,
low-e double glazing, natural clay facades and reflective
surfaces ensure efficient cooling of the office premises.
Treated water from the STP is reused for flushing and
landscaping purposes, and OWC's process organic
waste.

The focus on trees and plant life in NKP has also resulted
in a proliferation of bird and insect life throughout the
Campus. Birds are attracted by old trees and plant
species endemic to the region. Insects are drawn by
seasonally flowering plants. The resulting symbiotic
relationships keep the vegetation naturally fresh and
healthy. The plant, creeper and tree species used have
been selected to complement and integrate with those
already available in the region.

The resulting unique Master Plan has allowed NKP to
carve out a distinctive niche among Mumbai's office
parks, and has contributed to making the Campus a
preferred destination for its several marquee occupants
and their employees.

The juxtaposition between Mumbai's daily congestion,
noise and bustle outside NKP's walls and the serenity,
green open spaces and oasis like ambiance of the
Campus, consistently contribute to the satisfaction of
occupiers and its approx. 25,000 daily users.
Certifications & Recent Awards:

• NKP is one of first LEED Gold Core and Shell
Certifications of this scale for Phases 1 to 4

• Phase 5 has achieved LEED Platinum Core and
Shell Certification.

• LEED Zero Water for Phases 1 to 4

• TRUE Platinum Rating for Waste Management for
Phases 1 to 4

• WELL Health-Safety Rating for Phases 1 to 4

• Winner in Green Buildings category of FICCI's 4^th
Smart Urban Innovation Awards, 2023

• GRI Awards 2024 - Sustainable Project of the Year

10. The Company's business plan continues to be to
offer office space in NKP on a leave and license
basis only.

11. Nirlon House

The Company continues to co-own 75% undivided
interest in approx. 45,475 sq.ft. of area in the Nirlon
House building in a prime location on Dr. A. B. Road,
Worli in Central Mumbai.

12. A. Execution of the Third Management Services
Agreement (TMSA) with Nirlon Management
Services Pvt. Ltd. (Related party Transactions)
effective from April 1, 2024 for a period of 3 (three)
years

The Board of Directors have, at their meeting
held on March 22, 2024, approved, based on the
recommendations made by the Audit Committee of
the Company, execution of the TMSA with Nirlon
Management Services Pvt. Ltd. (Related party
Transactions) effective from April 1, 2024 for a period of
3 (three) years. Accordingly, the Company has executed
the TMSA on March 29, 2024.

The Audit Committee and Board of Directors have
considered the following while approving the TMSA.

L Confirmation Report by iVAS Partners on the proposed
terms and conditions for the related party transactions
confirming that the proposed related party transactions
are on an Arm's length basis; and

ii. Confirmation from the Company's legal Advisors that
as the value of the TMSA as on execution date of does
not exceed ' 1,000.00 crore and / or 10% of turnover
of the Company and hence, the same is not subject to
Members' approval.

iii. Since Mr. Kunal V. Sagar (as on the date of Board
approval, i.e. March 22, 2024) and Mr. Rahul V. Sagar
(“Sagar Brothers”) are Promoters / Directors of the
Company and also Members and Directors of Nirlon
Management Services Pvt. ltd. (NMSPL), NMSPL would
constitute a related party of the Company in terms of
Section 2(76) (iv) of the Companies Act, 2013. Further,
Reco Berry Private Limited, a company incorporated
in Singapore, the Sagar Brothers, Alfano Pte Limited
and Deltron Pte Limited (collectively referred to as the
“Promoters”) and persons acting in concert with the

Promoters, being related parties in terms of Regulation
2(1)(zb) of the SEBI LODR, have not voted to approve
the resolutions at the Board meeting.

B. Implementation / Commencement of Operations
under the TMSA

Effective from April 1, 2024, the Company has been
receiving various management services from NMSPL
under the TMSA as contracted.

The Shareholding Pattern of NMSPL is given below:

Class B Shares

Class C Shares

13. The Board & its Committees

i. Board of Directors:

As on date, the total strength of the Board of
Directors of the Company consists of 6 (six)
Directors including 1 (one) Independent woman
Director. Of this number, 3 (three) Independent
Non-Executive Directors, including 1(one) woman
Director, constitute 50% of the total strength of the
Board of Directors of the Company.

Please note that Shareholders of the Company
have passed the respective Special Resolutions

at their 64^th Annual General Meeting held on
September 15, 2023 approving the re-appointment of:

a Mr. Rajinder Pal Singh (DIN:02943155)
(D.O.B.20.10.1951), as a Non-Executive
Independent Director of the Company for a
further period of 5 (five) years effective from
May 13, 2024; and

b. Ms. Anjali Seth (DIN:05234352) (D.O.B.

25.10.1958), as a Non-Executive Independent
Director of the Company for a further period
of 5 (five) years effective from May 13, 2024.

c. Mr. Arjun Khullar (DIN: 10671903), was
appointed as a Nominee Director of Reco Berry
Pvt. Ltd. effective from June 20, 2024.

For more detail, please refer to the link: https://www.
nirlonltd.com/board-committees.html

Appointment, Continuation and Re-appointment
of Directors at the 66^th AGM

A brief resume of the Directors seeking appointment
and re-appointment at the 66^th AGM is as per the
details given below:

i. Re-appointment of Mr. Arjun Khullar
(DIN: 10671903), age 59 years (D.O.B.06-06-1966),
as a Nominee Director liable to retire by rotation.

ii. Continuation of Mr. Rajinder Pal Singh (DIN:
02943155), age 73 years (D.O.B. 20-10-1951), as
a Non-Executive Independent Director, not liable to
retire by rotation.

iii. Re-appointment of Mr. Rahul V. Sagar (DIN:
00388980), age 54 years (D.O.B. 28.05.1971), as the
Executive Director & Chief Executive Officer (CEO)
of the Company and Payment of his Managerial
Remuneration for a another period of five (5) years

w.e.f. February 1, 2026 to January 31, 2031, whose
term will be expiring on January 31, 2026.

The Board recommends the appointment,
Continuation and re-appointment of the above
Directors.

For more details, please refer to Note no. 21 of the
66^th AGM Notice

a. Changes in the Board during the F.Y. 2024-25

There was no change in the Board constitution
during the F.Y. 2024-25, except for the appointment
of Mr. Arjun Khullar (DIN:10671903), who was
appointed as the Nominee Director of Reco Berry
Pvt. Ltd. (Promoter) effective from June 20, 2024.

b. The nature of each Director's expertise, and
the name of company/ies where they hold
Chairmanships, Directorships and Memberships
of Board / Committees and Shareholding, if any,
as stipulated under the required Regulation of the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015, are provided in this Report, and
forms part of the Notice calling the 66^th AGM.

ii. Committees of the Board of Directors

a Audit Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

b. Stakeholders Relationship Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

c. Nomination & Remuneration Committee

i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID;

d. Corporate Social Responsibility Committee

i. Mr. Sridhar Srinivasan , Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Rahul V. Sagar, Executive Director &
Chief Executive Officer.

e Risk Management Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID;

iii. Mr. Rahul V. Sagar, Executive Director &
Chief Executive Officer; and

iv. Mr. Sridhar Srinivasan, NE & ID (effective
from August 12, 2024).

f. Independent Directors' Committee

i. Mr. Rajinder Pal Singh, NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID;

*NE & ID means Non-Executive

Independent Director

iii. Brief Roles and Responsibilities of the Board
Committees

a Audit Committee (AC)

The AC of the Board played an important
role during the Year under review,

including recommending the appointment/
re-appointment of and making recommendations
for the remuneration to the Board for the
various types of the Auditors', Key Managerial
Personnel (KMPs) etc., and co-ordinating with
the Statutory Auditors, Internal Auditors, Cost
Auditors and other Key Managerial Personnel
of the Company.

The AC has also rendered guidance, inter alia,
in the areas of corporate governance, Related
Party Transactions, internal audit, finance,
taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of
the Year to attend various aspects in the
interest of Members. With the compulsory
Dematerialisation of the Company's shares and
electronic mode of transfers, postal dispatches
which led to frequent complaints have been
minimized.

As on March 31, 2025, approx. 97.89 % of the
Company's total paid up equity share capital
was held in Dematerialized Form, and there was
no investor grievance / complaint pending.

c. Corporate Social Responsibility Committee
(CSRC)

The Board formed a Corporate Social
Responsibility Committee on September 23,
2014 and re-constituted the Committee from
time to time. The CSRC continues to make
its recommendations to the Company for
implementation of CSR activities under its CSR
Policy during the Year under review as per the
Act.

d. Nomination & Remuneration Committee
(NRC)

The NRC recommends to the Board the
appointment of Directors, KMPs, and
remuneration/compensation packages of
the Executive Director and Key Managerial
Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management
Committee on September 23, 2014, and re¬
constituted the Committee from time to time.
During the Year under review, this Committee
has continued to fulfill its role in, inter alia,
identifying, evaluating and mitigating potential
risks to the Company.

The Risk Management Committee met twice on
July 1,2024 and January 23, 2025.

f. Independent Directors' Committee (IDC)

The Company has an Independent Directors'
Committee as required under the law.

For more detail on various Committees, please
refer to the link/s:

i. https://www.nirlonltd.com/pdf/audit.pdf

ii. https://www.nirlonltd.com/pdf/
stakeholders_ relationship.pdf

iii. https://www.nirlonltd.com/pdf/csr.pdf

iv. https://www.nirlonltd.com/pdf/nomination_
remuneration.pdf

v. https://www.nirlonltd.com/pdf/risk
management.pdf

vi. https://www.nirlonltd.com/pdf/ind_directors.pdf

g. POSH Committee

As per the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with rules made
thereunder, your Company has constituted a
Committee which is responsible for redressal of
complaints related to sexual harassment. It may
be noted that the Company has only 3 (three)
male employees.

During the Year under review, there was
no complaint received pertaining to sexual
harassment.

For more detail, please refer to the link: https://
www.nirlonltd.com/pdf/posh.pdf

14. Policies & Codes

SEBI introduced the SEBI LODR effective from December
1, 2015. The SEBI LODR provides, inter alia, various
regulations, annexures and schedules, and hence all
prescribed companies were required to comply with the
SEBI LODR latest by March 31,2016.

In view of the above and to meet with these requirements,
the Company made suitable modifications to its existing
polices, and also reviews the same from time to time. Your
Company is compliant with the SEBI LODR.

I. Policies

i. Determination of Materiality of Events /
Information (DMEI) Policy

Aims of the DMEI Policy:

The DMEI Policy for determination of materiality
of events/ information inter alia, aims to:

a. Ensure that all investors have equal access
to important information that may affect their
investment decisions;

b. Ensure that adequate and timely information
is provided to investors;

c. Avoid establishment of a false market in the
securities of the Company; and

d. Communicate the principles of materiality
based on which the Company shall make
disclosures of events or information.

For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/dmei_policy_mar_16.
pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the
requirement of Regulation 23 of the SEBI LODR
and Section 188 of the Companies Act, 2013, and
is intended to ensure the proper approval and

reporting of transaction/s between the Company
and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements
of the Company applicable transaction/s between
the Company and Related Parties, as well as
policies concerning transaction / s with Related
Parties. Such transactions are appropriate only if
they are in the best interest of the Company and
its shareholders.

For more detail, kindly refer to the link:

https://nirlonltd.com/pdf/related_party_transaction_

policy_may_25.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called
the Whistle Blower Policy to deal with instances of
fraud and mis-management, if any.

Aims of the WB Policy

The WB Policy meets with the requirement of
Regulation 22 of the SEBI LODR and Section 177 of
the Act, and is intended to ensure that the Directors
and Employees or any other person report their
genuine concerns. During the Year under review,
there was no case of whistle blowing reported. For
more detail, kindly refer to the link:
https://www.nirlonltd.com/pdf/whistle_blower_policy_
feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy

The CSR Policy is in compliance, with the Companies
Act, 2013 (“the Act”)

Aims of the CSR Policy:

a. To formulate and recommend to the Board, a
Corporate Social Responsibility Plan which shall
indicate the activities to be undertaken by the
Company as specified in Schedule VII to the Act;

b. To recommend the amount of expenditure to be
incurred on CSR activities;

c. To monitor CSR activities; and

d. To ensure that the Company spends in every
financial year, at least two (2) % of the average
net profits of the Company made during the three
(3) immediately preceding financial years on
prescribed CSR activities, pursuant to Section
135 of the Companies Act, 2013 (“the Act”) and
Companies (Corporate Social Responsibility
Policy) Rules, 2014.

1. Brief outline on CSR Policy of the Company

Nirlon is committed to creating socially inclusive
communities. The Company is pursuing social initiatives
that are most beneficial to communities, especially those
in close proximity to its location/s. Its CSR Policy is
focused on promoting education, providing healthcare
services and environmental sustainability measures.

9 r!r»mnr»Qitirm HfsR r.rtmmittpp

3. Provide the web-link(s) where Composition of CSR
Committee, CSR Policy and CSR Projects approved
by the Board are disclosed on the website of the
Company

• https://www.nirlonltd.com/pdf/csr.pdf

• https://www.nirlonltd.com/pdf/policies/csr_policy_
may_22_v4. pdf

• https://nirlonltd.com/pdf/csr/csr_project_2024-25.pdf

4. Provide the executive summary along with web-
link(s) of Impact Assessment of CSR Projects carried
out in pursuance of sub-rule(3) of rule 8, if applicable

Not Applicable

5. (a) Average net profit of the Company as per sub¬

section (5) of section 135

'24,137.64 lakh

(b) Two percent of average net profits of the
Company as per sub-section (5) of section 135

'482.75 lakh

(c) Surplus arising out of the CSR Projects or
programmes or activities of the previous
financial years.

NIL

(d) Amount required to be set-off for the financial
year, if any.

'34.05 lakh

(e) Total CSR obligation for the financial year
[(b) (c)-(d)]

'448.70 lakh

6. (a) Amount spent on CSR Projects (both Ongoing

Projects and other than Ongoing Projects)

'517.07 lakh

(b) Amount spent on Administrative Overheads

NIL

(c) Amount spent on Impact Assessment, if
applicable

Not Applicable

(d) Total amount spent for the Financial Year
[(a) (b) (c)]

'517.07 lakh

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Year:

8. Whether any capital assets have been created or acquired through the Corporate Social Responsibility amount
spent in the Financial Year:

Yes / No: Yes

If Yes, enter the number of Capital assets created/ acquired: 9 (Nine)

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent
in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal
Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection
(5) of section 135

Not Applicable

For Nirlon Limited

Sd/- Sd/-

Rahul Sagar Sridhar Srinivasan

Executive Director & Chief Executive Officer Chairman of the CSR Committee

(DIN: 00388980) (DIN: 07240718)

Mumbai, May 21, 2025

v. Nomination & Remuneration (NR) Policy

The NR Policy is in compliance with Section 178(1) of
the Companies Act, 2013, and Regulation 19 read with
Part D of Schedule II of the SEBI LODR.

Aims of the NR Policy:

a. To guide the Board in relation to appointment and
removal of Directors and Key Managerial Personnel;

b. To evaluate the performance of the Members of
the Board, and to provide necessary reports to the
Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration
/ compensation payable to Directors and Key
Managerial Personnel and other related matters.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/nomination_and_remuneration_
policy_ver_3.pdf

vi. Risk Management (RM) Policy

The Regulation 21 of the SEBI LODR provides
applicability for a Risk Management Committee (RMC)
and Risk Management Policy for the top 1000 listed
companies based on market capitalization as at the end
of the immediate previous financial year.

Aims of the RM Policy

The Company has instituted the RMC / RM Policy for
better safeguarding business continuity, operations
and timely assessment of potential risk, as well as risk
mitigation and minimization procedures.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the SEBI LODR, the Company is
required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying
documents that need to be maintained, the period of
preservation of such documents and the procedure
for their destruction / disposal;

b. This Policy aims to provide an efficient and
systematic control on the periodicity and destruction
of business related documents.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/pod_policy_ mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the
Board of the Company in terms of thought, experience,
knowledge, perspective and gender, based on applicable
laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst
others benefits:

a. Enhance the quality of decision making and facilitate
better business performance;

b. Encourage diversity of perspective, thereby fueling
creativity and innovation;

c. Complement and expand the skills, knowledge and
experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/board_ diversity_policy.pdf

ix. POSH Policy

Aims of the POSH Policy

The Company provides an equal employment
opportunity and is committed to creating a healthy
working environment that enables employees to work
without fear of prejudice, gender bias and sexual
harassment. All employees of the Company are covered
under the Policy. Sexual harassment at the work place or
other than work place if involving employees is a grave
offence, and is therefore, punishable. The Company has
only three (3) male employees being KMPs.

During the Year under review, there was no complaint in
this regard.

For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/policy_on_sexual_harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the
following reasons:

a. A specific arrangement exists under the Management
Services Agreement executed by and between the
Company and Nirlon Management Services Pvt.

Ltd. (NMSPL) wherein all services are required to
be provided by NMSPL;

b. The Company has senior management to the extent
required for statutory compliance only.

Should any potential vacancy arise in (b) above,
appropriate replacements will be identified by the
NRC and the Board.

xi. Dividend Distribution (DD) Policy

Regulation 43 A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Regulations”) requires the top 1,000 listed entities (by
market capitalisation) to disclose a dividend distribution
policy in the annual report and on the corporate website.

The Company has its Board meeting held on June 30,
2020 adopted a DD Policy and uploaded the same on its
website. Kindly refer to the linkhttps://www.nirlonltd.com/
pdf/dvidend%20distribution%20policy_jun_2020.pdf

Aims of the DD Policy

The Company is committed to create value for all
its stakeholders. The focus will continue to be on
sustainable returns, through an appropriate strategy for
both medium and long term value creation. Accordingly,
the Board would continue to adopt a progressive and
dynamic dividend policy, addressing the immediate as
well as long term perspective.

Nirlon Limited's Dividend Distribution Policy

1. Background and Applicability

Regulation 43 A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Regulations”) requires the top 1000 listed companies
(by market capitalisation) to disclose a dividend
distribution policy in the annual report and on the
corporate website.

Nirlon Limited was ranked at 398 out of the top 500
companies based on the market capitalisation as on
March 31, 2020 by the BSE.

The Board of Directors (“Board”) of Nirlon Limited
(“Company”), at its meeting held on June 30, 2020,

adopted this Dividend Distribution Policy (“Policy”) in
order to comply with the above requirement as well as to
establish the parameters to be considered by the Board
before declaring or recommending any dividend keeping
in view the Company's long term growth objectives from
internal cash accruals.

The Company currently has only one class of shares,
viz. Equity,for which this Policy is applicable.

2. Dividend Distribution Philosophy

The Company is committed to value creation for all its
stakeholders. The focus will continue to be on sustainable
returns, through an appropriate capital strategy for both
medium and long term value creation.

Accordingly, the Board would continue to adopt a
progressive and dynamic dividend policy, ensuring the
immediate as well long term needs of the

business.

3. Dividend

Dividend represents the profit of the Company, which is
distributed to shareholders in proportion to the amount
paid- up on shares they hold. Dividend includes interim
dividend. The dividend for any financial year shall
normally be paid out of the Company's profits for that
year. This will be arrived at after providing for depreciation
in accordance with the provisions of the Companies Act,
2013 and the rules thereunder (“Act”). If circumstances
require, the Board may also declare dividend out of
accumulated profits of any previous financial year(s) in
accordance with provisions of the Act and Regulations,
as applicable.

4. Interim and Final Dividend

The Board may also declare interim dividends during a
financial year. Additionally, the Board may recommend
final dividend for the approval of the shareholders at the
annual general meeting of the Company. The date of the
Board meeting in which the dividend proposal will be
considered will be provided to the stock exchange/s as
required by the Regulations.

5. Circumstances under which shareholders may or
may not expect Dividend

The Board will assess the Company's financial
requirements, including present and future organic and
inorganic growth opportunities and other relevant factors,
and declare dividend in any financial year after taking
these into account. Further, the Board shall take into
consideration the advice of the executive management
of the Company and the planned and further investments
for growth apart from other parameters set out in this
Policy.

Notwithstanding the above, the Board may not declare
or recommend dividend for a particular period if it is of
the view that it would be prudent to conserve capital for
the then ongoing or planned business expansion or other
factors which may be considered by the Board such as
the following circumstances:

• Whenever the Company undertakes or proposes to

undertake a significant expansion project

requiring higher allocation of capital;

• Whenever there is a need for significantly higher

working capital requirements adversely

impacting free cash flow;

• Whenever it undertakes any acquisitions or joint
ventures requiring significant allocation of capital;
and

• In the event of inadequacy of profit or whenever the
Company has incurred losses.

6. Some financial parameters and other internal
and external factors that could be considered for
declaration of Dividend:

• Distributable surplus available as per the Act and
Regulations;

• The Company's liquidity position and future cash
flow needs;

• Track record of dividends distributed by the
Company;

• Payout ratios of comparable companies;

• Prevailing taxation policy or any amendments
expected thereof, with respect to dividend
distribution;

• Capital expenditure requirements considering
expansion and acquisition opportunities;

• Cost and availability of alternative sources of
financing;

• Stipulations/ covenants of loan and other financing
agreements;

• Macroeconomic and business conditions in general;

• Providing for unforeseen events and contingencies
with financial implications; and

• Any other relevant factors that the Board may deem
fit to consider before declaring dividend.

7. Utilization of retained earnings

The Company shall endeavor to utilise the retained
earnings in a manner which shall be beneficial to the
interests of the Company and also its shareholders.
Subject to applicable law, the Company's retained
earnings shall be applied for:

• Funding inorganic and organic growth needs
including working capital, capital expenditure,
repayment of debt, etc.;

• Buyback of shares subject to applicable limits;

• Payment of dividend in future years;

• Issue of bonus shares; or

• Any other permissible purpose.

8. Modification of the Policy

The Board is authorised to change / amend this Policy
from time to time at its sole discretion taking into account
the national or global economic conditions, Company's
growth, financial position and investment plans and / or
in pursuance of any amendments made to the Act the
Regulations or any other applicable law.

9. Disclaimer

This document does not solicit investments in the
Company's securities, nor is it an assurance of
guaranteed returns (in any form), for investments in the
Company's equity shares.

10. Parameters that shall be adopted with regard to
various classes of shares

The Company has issued only one class of shares viz.
equity shares. The parameters for dividend payments in
respect of any other class of shares will be as per the
respective terms of issue and in accordance with the
applicable law, and will be determined, if and when the
Company decides to issue such other classes of shares.

11. Conflict in Policy

In the event of any conflict between this Policy and the
provisions contained in the Act and/or the Regulations,
the Act and /or the Regulations shall prevail.

II. Codes

i. Code for fair disclosure of unpublished
price sensitive information and Policy for
determination of legitimate purposes

The Board earlier adopted the internal Code of
Conduct (‘ICCPIT') for Regulating, Monitoring and
Reporting of Trades under the SEBI (Prohibition of
Insider Trading) Regulations, 2015 (PIT) and the
same was effective from June 20, 2015.

Thereafter, the PIT Regulations were amended, and
the ICCPIT was amended suitably.

Aims of the ICCPIT

It is mandatory under the SEBI LODR, that every
listed entity should have a framework to avoid insider
trading and abusive self- dealing.

Further, Regulation 8 (1) of the PIT Regulations,
2015 mandates that listed companies formulate
and display on their website a code of practices and
procedures for fair disclosure of unpublished price
sensitive information by adhering to the principles
as set out in the Regulations. The principles of
fair disclosure are also a part of ICCPIT, and the
Company is compliant in this regard.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/iccpit_jun_20.pdf

ii. Code of Conduct for Board Members and
Designated Employees (CCBE)

The SEBI LODR 2015 provides specific regulation
with respect to the CCBE. The CCBE originally
adopted by the Board was amended suitably.

Aims of CCBE

The CCBE envisages that the Board and Designated
Employees must act within the boundaries of the
authority conferred upon them, and with a duty to
comply with the requirements of applicable laws,
while discharging their duties and responsibilities.
The principles prescribed in the CCBE are general in
nature, and lay down broad standards of compliance
and ethics, as required by Regulation 17 (5) (a)
and 26 of the SEBI LODR, 2015. The Board and
Designated Employees shall also refer to other
applicable policies and procedures of the Company
for specific instructions and guidelines, which are to
be read in conjunction with the CCBE.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/ccbe_nov_18_v1.pdf

iii. Code of Conduct for Independent Directors
(CCID)

The Board adopted the Code of Conduct for
Independent Directors (CCID) and the same was
effective from November 13, 2014. As the SEBI
LODR provides specific regulation with respect to
the CCID, the CCID originally adopted by the Board
was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of
Independent Directors (IDs) of the Company in order
to adhere to desired standards by the IDs, and for
fulfillment of their responsibilities in a professional
and faithful manner, so as to promote confidence in
the investment community, particularly stakeholders,
regulators etc.

For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/ccid_mar_16.pdf

15. i. Annual Evaluation by the Directors

Pursuant to the provisions of the Companies Act,
2013 read with the rules issued thereunder and the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015 (including any statutory
modification(s) or re-enactment(s) for the time being
in force), the process for evaluation of the annual
performance of the Directors, Board and various
Committees was carried out. Regulation 17 of the
SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015 mandates that the Board shall
monitor and review the Board evaluation framework.

The Companies Act, 2013 states that a formal
annual evaluation needs to be made by the Board of
its own performance and that of its committees and
individual Directors.

The Independent Directors at their separate meeting
held on March 25, 2025 reviewed the performance
of Non- Independent Directors, the Board as a whole
and the Chairperson of the Company. This was done
after taking into account the views of Executive
Director and Non- Executive Directors, as well as
evaluating the quality, quantity and timeliness of
flow of information between the Management and
the Board necessary for the Board to effectively and
reasonably perform its duties.

This evaluation covered various aspects of the
Board's functioning such as adequacy of the
composition of the Board and its Committees,
execution and performance of specific duties,
obligations and governance.

ii. Familiarization Programme for Independent
Directors:

The Company's Board is diverse with Independent
Directors (IDs), who are highly qualified with rich
experience. IDs had / have been associated with
various Government agencies and departments,
and have been associated with various corporate
and business organizations including the Company.
They are familiar with the Company's business
activities. Moreover, the Company provides them
updates by providing a regular brief on the operations

as well making suitable arrangements for visits by
the Independent Directors to the NKP site.

For more detail, kindly refer to the link: https://
nirlonltd.com/pdf/reg_46_pdf/famil_prog_ids_
fy_2024_25.pdf

iii. Declaration by and Tenure of the Independent
Directors (IDs)

All IDs have given declarations that they meet the
criteria of independence, and are not disqualified to
act as IDs as laid down under Section 149(6) of the
Act and the relevant regulation of this SEBI LODR.
Letters of appointment / re-appointment were
issued to IDs and the same were uploaded on the
Company's website. For more detail, kindly refer to
the links:

• https://www.nirlonltd.com/pdf/20242025/re_
appt_ letter_mr_rajinder_pal_singh_may_2024.
pdf

• https://www.nirlonltd.com/pdf/20242025/re_
appt_ letter_ms_anjali_seth_may_2024.pdf

• https://www.nirlonltd.com/pdf/appt_letter_mr_
sridhar_srinivasan_sep_2020.pdf

The Board of Directors of the Company have confirmed
that the Independent Directors meet with the Criteria as
laid down under the Companies Act, 2013 and the SEBI
LODR, 2015.

iv. Directors' Responsibility Statement

To the best of your Directors' knowledge and belief
and according to the information and explanations
obtained by them, your Directors make the following
Statements in terms of Section 134 (3) (c) and 134
(5) of the Act:

a. that in the preparation of the Annual Financial
Statements for the Year ended March 31, 2025
the applicable accounting standards have been
followed along with proper explanations relating
to material departures, if any;

b. that the Directors have selected such accounting
policies as mentioned in Notes to the Financial
Statements and have applied them consistently,
and made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the State of Affairs of the Company
as at March 31, 2025, and of the Profit of the
Company for the Year ended on that date;

c. that the Directors have taken proper and
sufficient care for the maintenance of adequate

accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the annual
Financial Statements on a going concern basis;

e. that the Directors have laid down proper internal
financial controls to be followed by the Company,
and that such internal financial controls are
adequate and were operating effectively; and

f. that the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws, and that such systems were
adequate and operating effectively.

v. Number of Board, Audit and other Committee
Meetings

A calendar of Meetings is prepared and circulated in
advance to Directors. During the Year, five (5) Board
Meetings, four (4) Audit, four (4) Stakeholders'
Relationship, two (2) Risk Management, three (3)
Nomination and Remuneration, four (4) Corporate
Social Responsibility Committee and one (1)
Independent Directors' Meetings were convened
and held.

The details of these Meetings are given in the
Corporate Governance Report. The intervening
gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors',
pursuant to Section 149 (7) read with Schedule
IV of the Companies Act, 2013 and Regulation 25
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 was held on
March 25, 2025.

16. Promoters & Key Managerial Personnel

a. Promoters

i. Mr. Kunal V. Sagar

ii. Mr. Rahul V. Sagar

iii. Mrs. Rajani M. Bhagat

iv. Reco Berry Private Limited (w.e.f. April 28,
2015)

b. Key Managerial Personnel

i. Mr. Rahul V. Sagar, Executive Director & Chief
Executive Officer

ii. Mr. Jasmin K. Bhavsar, Company Secretary &
Vice President (Legal) & Compliance Officer

iii. Mr. Manish B. Parikh, Chief Financial Officer &
Vice President (Finance)

There was no change in the Key Managerial
Personnel of the Company during the F.Y 2024-25.

17. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any
guarantee, or provided security to any person, and has
not made any investment that attracts the provisions of
Section 186 of the Companies Act, 2013, during the F.Y.
2024 -25.

18. Borrowing from Directors

The Company has neither borrowed money from
Directors nor relatives of Directors during the F.Y. 2024¬
25.

19. Disclosure of loans and advances in the nature
of loans to firms / companies in which Directors /
Promoters / KMPs are interested

The Company has neither given any loans nor advances
in the nature of loans to firms / companies in which
Directors / Promoters / KMPs are interested during the
F.Y 2024-25.

20. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of
the Companies (Amendment) Act, 2017 on February 9,
2018, it has been clarified that for the purpose of the
definition of the term “holding company”, the expression
“company” will also include a “body corporate”.

The term “body corporate” includes a company
incorporated outside India. Accordingly, the purview of
the definition of the term “holding company” has now
been extended to companies incorporated outside India
as well.

In view of the above amendment, Reco Berry Pvt. Ltd. is
the holding company of Nirlon Limited for the purposes
of the Act.

Save and except the above, the Company is not a
holding, a subsidiary, or an associate company of any
company and vice versa.

21. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any
fixed deposits during the F.Y under review.

The Company has also not issued any debentures during
the Financial Year under review.

22. Transfer of any amount to the Investor Education
and Protection Fund (IEPF)

• There is no amount lying with the Company as
unpaid / unclaimed with respect to any debenture
redemption amount and / or fixed deposit, and / or
any outstanding interest thereon.

• As on March 31, 2025, the following amounts are
outstanding under unclaimed / unpaid dividend
accounts maintained with HDFC Bank Ltd.

Please note:

> The Company has already transferred the unclaimed
/ unpaid Dividend amounts for the F.Y. 2016-17 to
the IEPF as required under the Companies Act and
the IEPF Rules.

> The Company has also transferred Shares on which
dividends are unclaimed / unpaid dividend amounts
for the seven (7) consecutive years commencing
from the F.Y. 2016-17 to the IEPF as required under
the Companies Act and the IEPF Rules.

> The Company will be required to transfer the
unclaimed / unpaid dividend amounts declared by
the Company for the F.Y. 2017-18 to the IEPF.

> The Company will also be required to transfer
Shares on which dividends are unclaimed / unpaid
dividends for the seven (7) consecutive years
commencing from the F.Y. 2017-18 to the IEPF.

> Concerned Members/Claimants are requested to
claim their respective dividends from the Company
on or before Thursday, October 30, 2025.

For more details please refer to Note no. 12 of the
66^th AGM Notice.

23. Authorized Share Capital, Paid up Capital & Listed
Capital of the Company

i. The Authorized Share Capital

'150,00,00,000.00 divided into 15,00,00,000 equity
shares of '10.00 each

ii. The Paid up Share Capital

'90,11,80,400.00 divided into 9,01,18,040 equity
shares of '10.00 each.

The Company's paid up share capital is listed on
the BSE Limited with the Security Code 500307 with
ISIN INE910A01012.

iii. Buy Back of Securities

The Company has not bought back any of its
securities during the Year under review.

iv. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the Year under review.

v. Bonus Shares

No Bonus Shares were issued during the Year under
review.

vi. Employees Stock Option Plan

The Company has not provided any Stock Option
Scheme to its employees.

24. Fraud Reporting

During the Year under review, there was no fraud
reported.

25. Internal Financial Controls

Adequate internal financial controls with reference to the
Financial Statements were in place.

During the Year under review, such controls were tested
and no reportable material weakness in design or
operation was observed.

26. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act,
2013, The Company has developed and implemented
a Risk Management Policy which identifies major risks
which may pose a serious threat for the Company.

Risk mitigation processes and measures have also been
formulated and clearly spelt out in the Risk Management
Plan / Policy.

27. The details of difference between amount of the
valuation done at the time of a one-time settlement
and the valuation done while taking a loan from
Banks or Financial Institutions, along with the
reasons thereof during the F.Y. 2024-25 and the date
of the Directors' Report

There was no instance of one-time settlement with any
Bank or Financial Institution.

28. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the Year along with the
status as at the end of the F.Y. 2024-25

There is no application made, or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

29. Related Party Transactions

The Company had the following related party transactions
during the F.Y 2024-25:

i. The payment of Managerial remuneration to
Mr. Rahul V. Sagar, Executive Director & Chief
Executive Officer and KMPs of the Company;

ii. Recovery of CAM from Manisha Trading and
Investment Pvt. Ltd.;

iii. Payment of dividend declared by the Board and
Members of the Company; and

iv. Obligations under the Third Management Services
Agreement (TMSA) leave and license agreement
and fees payable to Nirlon Management Services
Pvt. Ltd. (NMSPL).

Please Note: The transactions in (iv) above were
already approved by Audit Committee and Board of
Directors of the Company at their Meeting held on March

22, 2024 respectively effective from April 1, 2024 for a
period of 3 (three) years. The Company legal Advisors
confirmed that as the value of the TMSA as on execution
date of does not exceed '1,000.00 crore and / or 10%
of turnover of the Company and hence, the same is not
subject to the Members' approval.

• None of the Directors of the Company has received
any Commission from the Company.

• None of the Directors and Key Managerial Personnel
save and except as stated above, has any a
pecuniary relationship or transactions vis-a-vis the
Company.

• As required by the Companies Act, 2013, complete
details of all related party transactions are provided
for in Form AOC-2 attached as Annexure 5A to this
Report.

• Related Party Disclosures under part A in Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are attached as
Annexure 5B to this Report.

30. Details of Significant & Material Orders Passed by
the Regulators or Courts or Tribunals impacting the
Going Concern Status & the Company's Operations
in Future

There are no material orders passed by Regulators /
Courts which would impact the going concern status of
the Company and its future operations.

31. Spending on the Corporate Social Responsibility
Programme

With respect to the F.Y 2024-25, two (2) % of the average
net profits of the Company made during the three (3)
preceding financial year amounted to '482.75 lakh.

The Company has already spent '517.07 lakh during the
F.Y 2024-25 under Section 135 of the Companies Act,
2013 and applicable rules made thereunder.

32. Intellectual Property Rights

The Company's trade mark / service mark, logo/s,
and copyrights are registered and protected under the
respective statutes.

33. Auditors

i. Statutory Auditors' & their Report

Members of the Company at their 64^th AGM held on
September 15, 2023 appointed SRBC & Co LLP,
Chartered Accountants, Mumbai (registration number
324982E / E300003) as the Statutory Auditors of the
Company to hold office from the conclusion of the 64^th
AGM until the conclusion of the 69^th AGM to conduct
audits from the F.Y. 2023 -24.

The Board, based on the recommendation of the
Audit Committee has fixed the remuneration of the
Statutory Auditors' for the F.Y. 2024-25.

ii. Auditors' Report

a. The observations made by the Auditors in the
Report referring to Notes forming part of the
Accounts are self-explanatory, and therefore do
not require any further comments under Section
134 (3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report
and a certificate to that effect is attached to this
Report as Annexure 1.

iii. During the F.Y 2024-25, the Company paid / payable
'53.70 lakh (being the total fees paid for all services
on a consolidated basis to the Statutory Auditors of
the Company including out of pocket expenses) i.e.
'27.00 lakh towards Statutory Audit fees, '19.50
lakh towards Quarterly Limited Reviews, '6.50 lakh
towards the Tax Audit and '0.70 lakh towards out of
pocket expenses.

iv. The Company has not paid any fees to the Network
Firms of the Statutory Auditors of the Company
during the F.Y. 2024-25.

v. Internal Auditors

KPMG Assurance & Consulting Services LLP has
been appointed as the Internal Auditors of the
Company by the Board for the F.Y 2025-26 based
on the recommendation of the Audit Committee.

vi. Secretarial Auditors & Secretarial Audit Report
a. Pursuant to the provisions of Section 204 of

the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company

appointed, subject to approval by the Members
of the Company at this AAGM Alwyn Jay & Co.,
a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company
from the F.Y 2025-26 to 2029-30.

Accordingly, the consent of Members is sought
for passing an Ordinary Resolution, as set out
at Item no. 6 of the Notice.

b. There is no qualification in the Secretarial Audit
Report.

c. The Secretarial Audit Report for the F.Y. 2024¬
25 is annexed as Annexure 2.

vii. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules,
2014 read along with Companies (Cost Records and
Audit) Amendment Rules, 2014, specifies criteria for
specified industries which are required to maintain
cost records and get them audited.

The Company's business as an Industrial Park is
covered under Clause 5 (a) of Schedule VI of the
Companies Act, 2013 and its turnover is also in
excess of '100.00 crore. It is, therefore, required to
maintain cost records which should be audited by a
practicing Cost Auditor.

a. In view of the above provisions of the Act,
the Board, based on the recommendation
of the Audit Committee, has approved the
appointment and remuneration of Vinay Mulay
& Co., Mumbai to conduct the audit of the cost
records of the Company for the financial year
ending March 31, 2026.

b. In accordance with the provisions of Section
148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the
remuneration payable to the Cost Auditor as
recommended by the Audit Committee and
approved by the Board of Directors, has to be
ratified by Members of the Company.

Accordingly, the consent of Members is sought
for passing an Ordinary Resolution, as set
out at Item no.7 of the Notice, for ratification of
the remuneration payable to the Cost Auditor for
the financial year ending March 31, 2026.

34. Conservation of Energy, Technology Absorption &
Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies
Act, 2013 read with read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars relating to the
conservation of energy, technology absorption and
foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities
relating to conservation of energy.

b. i. There is no research and development

expenditure as the same is not applicable.

ii. The Company has no activity relating to
technology absorption and innovation.

c. The Company has incurred 'Nil towards travel
expenses in foreign currencies, and the Company
has no foreign exchange earnings.

d. The Company has incurred professional fee
expenses in foreign currency aggregating to '56.78
lakh.

35. Details of Appointment & Remuneration of
Managerial Personnel and Top 10 Employees

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Managerial
Personnel and Top 10 Employees of the Company forms
a part of this Report as Annexure 3.

Please Note:

• During the F.Y. 2024-25, there were 3 (three) male
employees and all were Key Managerial Personnel
i.e. Executive Director & Chief Executive Officer,
Company Secretary and Chief Financial Officer.

36. Remuneration Ratio of the Directors / Key Managerial
Personnel / Employees

The information required pursuant to Section 197
read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
in respect of Managerial Personnel, Directors and
Employees of the Company is furnished in Annexure 4.

37. Corporate Governance Disclosure

The Company adheres to the principles of Corporate
Governance mandated by the SEBI under SEBI LODR
(as applicable), and has complied with all mandatory
requirements. The non-mandatory requirements have
been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure
6 to this Report, and a certificate from Alwyn Jay &
Co., the Practicing Company Secretaries confirming
compliance with Corporate Governance requirements as
applicable, form a part of this Report as Annexure 6.

38. Management Discussion and Analysis

Details are provided in Annexure 7 and form a part of
this Report.

39. Annual Return

Pursuant to Section 134 (3) (a) and Section 92 (3) of
the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the Annual Return as on March 31, 2024 in Form
No.MGT-7 is available on the Company's website and
can be accessed at the web link: https://nirlonltd.com/
pdf/20252026/form_mgt7_fy_2024_25.pdf

40. Share Transfer Agent (STA)

MUFG Intime India Pvt. Ltd. (formerly known as
“Link Intime India Pvt. Ltd.”), is the Company's Share
Transfer Agent (the “STA”). The Register of Members,
Annual Returns etc. are maintained by the STA at their
Registered Office situate at C 101, 1^st Floor, Embassy
247, L.B. S. Marg, Vikhroli (West), Mumbai 400 083 and
/ or at such other place/s within the city of Mumbai where
the STA may have their office from time to time.

41. Enhancing Shareholders / Members Value

Your Company believes that its Members are among
its most important stakeholders. Accordingly, your
Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth,
enhancing the Company's productive asset and resource
base and nurturing its overall corporate reputation.

Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions
positively impact socio-economic factors, and contribute
to sustainable growth and development.

42. Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards, issued by the Institute of
Company Secretaries of India (ICSI), and such systems
are adequate and operating effectively.

43. Business Responsibility & Social Reporting (BRSR)

The BRSR is provided in Annexure 8 to this Report.

44. Disclosure as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Maternity Benefit Act, 1961

The Company revamped its Prevention of Sexual
Harassment Policy in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made
thereunder for the prevention and redressal of complaints
of sexual harassment at workplace.

It is important to note that there are only three (3) male
employees and all are Key Managerial Personnel of the
Company.

The Company has not received any sexual harassment
Complaint during the year review.

Disclosure relating to the Maternity Benefit Act, 1961

The Company has only three (3) male employees i.e.
Key Managerial Personnel and hence, the Maternity
Benefit Act 1961 is not applicable.

The Company did not have any worker or any female or
transgender employees during the year under review.

45. Large Corporate Entity

The Company has availed the Secured Loan from The
Hongkong and Shanghai Banking Corporation Limited
(“HSBC”). This secured Loan facility has been rated
and re-affirmed by Crisil Ratings as AA /Stable as on
the date of this Report.

In view of the above secured borrowing by the Company,
the Company neither can be identified nor be considered
/ classified as a Large Corporate Entity for the Financial
Year 2025-2026 as per the SEBI Circular No.: SEBI/
HO/DDHS/CIR/P/2021/613 dated August 10, 2021 (as
amended) read with SEBI / Circular No.: SEBI/HO/DDHS/
DDHS-RACPOD1/P/CIR/2023/172, SEBI Circular dated
October 19, 2023 (“SEBI Circulars”).

46. Acknowledgements

Your Directors record their appreciation for the services
rendered by KMPs. They acknowledge and record their
appreciation for the co-operation and assistance rendered
by The Hongkong & Shanghai Banking Corporation Ltd.,
Banks, and various Government authorities at State and
Central levels.

Your Directors thank all stakeholders for their continued
support. Directors would also like to place on record
their sincere appreciation for the co-operation received
from the RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL,
MCGM and all other statutory and / or regulatory bodies.

For and on behalf of the Board of Directors
Nirlon Limited

Sd/- Sd/-

Anjali Seth Rahul Sagar

Director Executive Director & C.E.O.

DIN: 05234352 DIN: 00388980

Mumbai, August 11, 2025

1

The Statement of Standalone Financial Results has
been prepared in accordance with the Companies
(Indian Accounting Standards) Rules, 2015 (Ind AS)
prescribed under Section 133 of the Companies Act,